TiVo 2006 Annual Report Download - page 208

(iii) [Reserved]
(iv) as soon as available and in any event no later than March 31st of each Fiscal Year until the Obligations are no longer outstanding,
forecasts prepared by management of the Company, in form satisfactory to the Administrative Agent, of Consolidated balance sheets, income
statements and cash flow statements of the Company and its Subsidiaries on a monthly basis for the remainder of such Fiscal Year; and
(v) (A) within 10 days after the end of each month, a Borrowing Base Certificate dated as of the end of the most recently ended month and
executed by a Financial Officer of the Company evidencing the calculation of the Borrowing Base and (B) within 30 days after the end of each
month, a Compliance Certificate with a schedule in form satisfactory to the Administrative Agent of the computations used by the Company in
determining compliance with the covenants contained in Section 6.03 (with the financial covenant set forth in Section 6.03(b) to be measured as of
the beginning and end of each period set forth in such Section 6.03(b) and, with respect to any such period with a duration of greater than one month,
as of the end of each calendar month which falls within such period); provided, that at any time that an Event of Default exists, the Administrative
Agent may require the Company to deliver Borrowing Base Certificates more frequently.
(b) Notices and Information. Deliver to the Administrative Agent promptly upon any officer of the Company obtaining knowledge of any
condition or event which constitutes an Event of Default or Potential Event of Default, an officers' certificate specifying the nature and period of existence of
such condition or event and what action the Company has taken, is taking and proposes to take with respect thereto.
(c) Litigation. Promptly after the commencement thereof, furnish to the Administrative Agent notice of all material actions, suits, investigations,
litigation and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting
the Company or any other TiVo Party of the type described in Section 5.06.
(d) Changes to Form Contract, Subscription Programs. (i) Promptly after making any changes to material economic provisions contained in the
Company's form of customer agreement applicable to existing and future Eligible Commitment Contracts and Eligible Non-Commitment Contracts existing as
of the Closing Date and as provided as Exhibit D hereto, furnish to the Administrative Agent a copy of such revised customer agreement together with a
description of such changes (any such changes to be in form and substance reasonably satisfactory to the Administrative Agent) and (ii) promptly after
making any material commercial changes or additions to the TiVo Service subscription programs offered to Customers, furnish to the Administrative Agent a
summary of such changes and/or new subscription programs.
40